1
FORM 6-K/A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
October 16, 1998
Astra AB
--------
(Translation of Registrant's Name Into English)
Astra Aktiebolag
S-151 85 Sodertalje
Sweden
------
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
---- ----
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
---- ------
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-__________)
Enclosure: Master Restructuring Agreement, as described herein
2
On August 12, 1998, Astra AB (the "Registrant") filed a Report of
Foreign Private Issuer on Form 6-K in order to file with the Securities and
Exchange Commission (the "Commission") as exhibits thereto certain agreements
and other documents executed in connection with (i) the restructuring of Astra
Merck Inc. ("AMI"), formerly a 50-50 joint venture between the Registrant and
Merck & Co., Inc., and (ii) the contribution of the businesses of AMI and Astra
USA, Inc., a wholly-owned subsidiary of the Registrant, to a Delaware limited
partnership controlled by the Registrant, which transactions were consummated on
July 1, 1998. Portions of Exhibits 2.1 and 99.7 to such Form 6-K were filed in
redacted form because such portions were subject to a request for confidential
treatment filed with the Commission, which request remains pending. The
Registrant is filing this Form 6-K/A-1 in order to amend the Form 6-K by filing
a revised redacted version of Exhibit 2.1 eliminating the redaction of certain
of the portions that were redacted in the original Form 6-K. The Registrant
will promptly file a revised request for confidential treatment with the
Commission reflecting the elimination of such portions.
Exhibit No. Exhibit
2.1 Master Restructuring Agreement, dated as of June 19,
1998, between Astra AB, Merck & Co., Inc., Astra Merck
Inc., Astra USA, Inc., KB USA, L.P., Astra Merck
Enterprises Inc., KBI Sub Inc., Merck Holdings, Inc. and
Astra Pharmaceuticals, L.P. (Portions of this Exhibit are
subject to a request for confidential treatment filed
with the Commission).
In accordance with Item 601(b)(2) of Regulation S-K, certain of the
schedules, exhibits and other attachments referenced in Exhibit 2.1 to this Form
6-K/A-1 have not been filed as part of such exhibit. The Registrant agrees to
furnish supplementally a copy of such omitted schedules, exhibits and other
attachments to the Commission upon request.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASTRA AB
(publ)
By: /s/ Hakan Mogren
------------------
Hakan Mogren
President and
Chief Executive Officer
Date: October 16, 1998